Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Administrative Agent (and all officers, employees, or Administrative Agents designated by the Administrative Agent) as its true and lawful attorney-in-fact and Administrative Agent, with full power of substitution, from time to time but only to the extent following the occurrence of an Event of Default which is continuing and has not been waived in accordance with Section 15.1 hereof: (a) to effectuate, in the Borrower's or such Subsidiary Guarantor's name, the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (b) in the Borrower's, such Subsidiary Guarantor's, or Administrative Agent's name: (i) to demand payment of the Accounts, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account of the Administrative Agent, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilx, xilx xx lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and open all mail addressed to the Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrower. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
Appears in 1 contract
Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have Effective upon the rightoccurrence and during the continuation of an Event of Default, and the Borrower and each Subsidiary Guarantor the Company hereby irrevocably make, constitute, constitute and appoint the Administrative Collateral Agent (and all officers, employees, or Administrative Agents designated by the Administrative Agent) as its true and lawful their attorney-in-fact and Administrative Agent, with full power authority in the place and stead of substitutionthe Borrower and the Company and in their name, the Collateral Agent or otherwise, from time to time but only in the Collateral Agent’s discretion to take any action and to execute any instrument that the extent following Collateral Agent may deem necessary or advisable to accomplish the occurrence purposes of an Event of Default which is continuing and has not been waived in accordance with Section 15.1 hereofthis Agreement, including: (a) to effectuateask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's or such Subsidiary Guarantor's name, the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, Collateral; (b) in to adjust, settle or compromise the Borrower's, such Subsidiary Guarantor'samount or payment of any Account, or Administrative Agent's name: release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (ic) to demand payment receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Accounts, (ii) Collateral or otherwise to enforce payment the rights of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies Collateral Agent with respect to the collection any of the Accounts and any other Collateral, ; (ive) to settlesign and endorse any invoices, adjustfreight or express bills, compromisebills of lading, extendstorage or warehouse receipts, or renew the Accountsassignments, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the verifications and notices in connection with Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account of the Administrative Agent, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilx, xilx xx lading, or similar document or agreement documents relating to the Accounts, Inventory Collateral; and any other Collateral, (xivf) to use execute on behalf of the Company the assignment of the Antizol Contracts, LUVOX® CR Contracts, and Xyrem Contracts pursuant to Section 12.9. The appointment of the Collateral Agent as the Borrower's or such Subsidiary Guarantor's stationery ’s and sign the name of Company’s attorney and the Borrower or such Subsidiary Guarantor to verifications of the Accounts Collateral Agent’s rights and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and open all mail addressed to the Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrower. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power powers are coupled with an interest and are irrevocable until no Event of Default shall be irrevocableexist or payment in full and complete performance of all of the Obligations. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Samples: Senior Secured Note and Warrant Purchase Agreement (Jazz Pharmaceuticals Inc)
Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor Company hereby irrevocably make, constitute, and appoint appoints the Administrative Agent Bank (and all officers, employees, or Administrative Agents persons designated by the Administrative AgentBank) as its the Company's true and lawful attorneyattorney (and agent-in-fact and Administrative Agentfact) authorized, with full power of substitution, from time to time but only to the extent following upon the occurrence and during the continuance of an Event of Default which is continuing and has not been waived in accordance with Section 15.1 hereof: (a) to effectuate, in the BorrowerCompany's or such Subsidiary Guarantorthe Bank's name, the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (b) in the Borrower's, such Subsidiary Guarantor's, or Administrative Agent's name: to (i) to demand payment of the AccountsAccounts Receivable, (ii) to enforce payment of the AccountsAccounts Receivable, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary GuarantorCompany's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the AccountsAccounts Receivable, (v) to settle, adjust, or compromise any legal proceedings brought to collect the AccountsAccounts Receivable, (vi) if permitted by applicable Lawlaw, to sell or assign the Accounts Receivable and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent Bank deems advisable, (vii) to discharge and release the Accounts Receivable and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary GuarantorCompany's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary GuarantorCompany's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the AccountsAccounts Receivable, (xi) to do all acts and things reasonably necessary, in the Administrative AgentBank's good faith discretion, to fulfill the Borrower's or such Subsidiary GuarantorCompany's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor Company upon any of the items of payment or Proceeds proceeds relating to any Collateral and deposit the same to the Cash Concentration Account account of the Administrative AgentBank on account of the Obligations, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor Company upon any Chattel Paper, document, Instrument, invoice, freight bilxxxxx, xilx xx xxxx of lading, or similar document or agreement relating to the AccountsAccounts Receivable, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary GuarantorCompany's stationery and sign the name of the Borrower or such Subsidiary Guarantor Company to verifications of the Accounts Receivable and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the AccountsAccounts Receivable, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor Company has access, and (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary GuarantorCompany's mail to an address designated by the Administrative AgentBank, receive and open all mail addressed to the BorrowerCompany, and, after removing all Collections, Collections and Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the BorrowerCompany. The Borrower and each Subsidiary Guarantor Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
Appears in 1 contract
Samples: Credit Facility and Security Agreement (Dynamic Materials Corp)
Appointment of Attorney-in-Fact. The Administrative Agent shall Trustee for each series of Securities is hereby have the rightappointed, and each and every Holder of Securities of such series, by receiving and holding the Borrower and each Subsidiary Guarantor hereby irrevocably makesame, constituteshall be conclusively deemed to have appointed such Trustee, and appoint the Administrative Agent (and all officers, employees, or Administrative Agents designated by the Administrative Agent) as its true and lawful attorney-in-fact and Administrative Agentof such Holder, with full power authority to make or file (whether or not the Company or the Guarantor shall be in default in respect of substitutionthe payment of the principal of, from time to time but only or premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the extent following Company, the occurrence Guarantor or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of an Event claim, proofs of Default which debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is continuing hereby authorized, and has not been waived in accordance with Section 15.1 hereof: (a) each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to effectuatehave authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the Borrower's event that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such Subsidiary Guarantor's nameseries, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the Borrower's date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to require the Trustee to exercise any of its rights or powers as such Subsidiary Guarantor's obligations under this Agreement, (b) in the Borrower's, such Subsidiary Guarantor'sattorney-in-fact, or Administrative Agent's name: to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company or the Guarantor affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedings.
A.) is a party to the following indentures where CIT Group Funding Company of Canada or CIT Group Inc., as applicable, is the issuer thereunder:
(i) to demand payment Indenture dated as of August 26, 2002 by and among CIT Group Inc., Bank One Trust Company, N.A., as Trustee and Bank One N.A., London Branch, as London Paying Agent and London Calculation Agent, for the Accounts, issuance of unsecured and unsubordinated debt securities.
(ii) to enforce payment Indenture dated as of October 29, 2004 between CIT Group Inc. and J.P. Morgan Trust Company, National Association for the Accounts, by legal proceedings or otherwise, issuance of sxxxxx debt securities.
(iii) to exercise all Indenture dated as of October 29, 2004 between CIT Group Inc. and J.P. Morgan Trust Company, National Association for the Borrower's or such Subsidiary Guarantor's rights and remedies with respect to the collection issuance of the Accounts and any other Collateral, xxxxxxinated debt securities.
(iv) to settleIndenture dated as of January 20, adjust2006 between CIT Group Inc. and JPMorgan Chase Bank, compromise, extend, or renew N.A. for the Accounts, issuance of senior debt securities.
(v) to settleIndenture dated as of January 20, adjust2006 between CIT Group Inc. and JPMorgan Chase Bank, or compromise any legal proceedings brought to collect N.A. for the Accounts, issuance of subordinated debt securities.
(vi) if permitted by applicable LawIndenture dated as of June 2, to sell or assign 2006 between CIT Group Inc., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., London branch for the Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, issuance of senior notes.
(vii) to discharge Indenture dated as of June 2, 2006 among CIT Group Inc., JPMorgan Chase Bank, N.A. and release JPMorgan Chase Bank, N.A., London branch for the Accounts and any other Collateral, issuance of subordinated notes.
(viii) to take controlIndenture dated as of May 31, in any manner2005, among CIT Group Funding Company of any item of payment or Proceeds relating to any CollateralCanada, (ix) to prepareCIT Group Inc. and JPMorgan Chase Bank, fileN.A, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account of the Administrative Agent, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilx, xilx xx lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds issuance of such policies of insurance insuring the Collateral4.65% Senior Notes due July 1, 2010 and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent5.20% Senior Notes due June 1, receive and open all mail addressed to the Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrower. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable2015.
Appears in 1 contract
Samples: Indenture (Cit Group Inc)
Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor Each Debtor hereby irrevocably make, constitute, and appoint appoints the Administrative Agent (and all together with its officers, employees, or Administrative Agents designated by the Administrative Agentemployees and agents) as its such Debtor’s true and lawful attorney-in-fact and Administrative Agentfact, with full power authority in the place and stead of substitutionsuch Debtor and in the name of such Debtor or otherwise, from time to time but only to the extent following time, upon the occurrence and during the continuance of an Event of Default which is continuing Default, to take action and has not been waived in accordance with Section 15.1 hereof: to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to:
(a) ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for money due and to effectuate, become due under or in respect of any of the Borrower's or such Subsidiary Guarantor's name, Collateral of the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, Debtor,
(b) receive, indorse and collect any drafts or other instruments or documents, in connection with clause (a) above,
(c) file any claims or take any action or institute any proceedings that the Borrower'sAdministrative Agent may deem necessary or desirable for the collection of any of the Collateral of the Debtor or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral of the Debtor, such Subsidiary Guarantor's, or Administrative Agent's name: and
(d) (i) take possession immediately, with or without notice, demand, or legal process, of any of or all of the Collateral of such Debtor wherever found, and for such purposes, enter upon any premises upon which the Collateral may be found and remove the Collateral therefrom, (ii) require such Debtor to assemble its Collateral and deliver it to the Administrative Agent or to any place designated by the Administrative Agent at such Debtor’s expense, (iii) receive, open and dispose of all mail addressed to such Debtor and notify postal authorities to change the address for delivery thereof to such address as the Administrative Agent may designate, (iv) demand payment of the AccountsReceivables of such Debtor, (iiv) to enforce payment of the Accounts, Receivables of such Debtor by legal proceedings or otherwise, (iiivi) to exercise all of the Borrower's or such Subsidiary Guarantor's Debtor’s rights and remedies with respect to the collection of the Accounts and any other Collateralits Receivables, (ivvii) to settle, adjust, compromise, extend, extend or renew the AccountsReceivables of such Debtor, (vviii) to settle, adjust, adjust or compromise any legal proceedings brought to collect the AccountsReceivables of such Debtor, (viix) if to the extent permitted by applicable Lawlaw, to sell or assign the Accounts and other Collateral of such Debtor upon such terms, for such amounts, amounts and at such time or times as the Administrative Agent deems advisable, (viix) to discharge and release the Accounts and any other CollateralReceivables of such Debtor, (viiixi) to take control, in any manner, of any item of payment or Proceeds relating to proceeds from any Collateralaccount debtor, (ixxii) to prepare, file, file and sign the Borrower's or such Subsidiary Guarantor's Debtor’s name on a any proof of claim in any bankruptcy or similar proceeding or similar document against any Account Debtoraccount debtor, (xxiii) to prepare, file, file and sign the Borrower's or such Subsidiary Guarantor's Debtor’s name on any notice of Lienlien, assignment, assignment or satisfaction of Lien lien or similar document in connection with the AccountsCollateral of such Debtor, (xixiv) to do all acts and things reasonably necessary, in the Administrative Agent's good faith ’s sole discretion, to fulfill such Debtor’s obligations to the Borrower's or such Subsidiary Guarantor's obligations Administrative Agent under this Agreement, the other Loan Documents or otherwise, (xiixv) to endorse the name of the Borrower or such Subsidiary Guarantor Debtor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account of the Administrative Agentcheck, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, documentDocument, Instrument, invoice, freight bilxxxxx, xilx xx lading, xxxx of lading or similar document or agreement relating to the Accounts, Inventory and any other Collateral, ; (xivxvi) to use the Borrower's or such Subsidiary Guarantor's Debtor’s stationery and sign the such Debtor’s name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts Collateral of such Debtor and notices thereof to Account Debtors, account debtors; (xvxvii) to access and use the information recorded on or contained in any data processing equipment and or computer hardware and or software relating to the Accounts, Inventory, and any other Collateral of such Debtor or products or proceeds thereof to which the Borrower or such Subsidiary Guarantor Debtor has access, (xvixviii) to make demand, xxx for, collect, compromise and adjust claims under such policies of insurance insuring the Collateral, receive give acquittances for any and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds all Collateral of such policies of insurance insuring the CollateralDebtor, and make all determinations and decisions (xix) prosecute, defend or compromise any action, claim or proceeding with respect to any of the Collateral of such policies of insurance Debtor, and (xviixx) to notify post office authorities to change the address for delivery of the Borrower's or take such Subsidiary Guarantor's mail to an address designated by other action as the Administrative AgentAgent may deem appropriate, receive and open all mail addressed to including extending or modifying the Borrower, and, after removing all Collections, Remittances terms of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds payment of Collateral, forward the mail to the Borrower. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofsuch Debtor’s debtors. This power of attorney is a power attorney, being coupled with an interest and interest, shall be irrevocableirrevocable for the life of this Agreement.
Appears in 1 contract
Appointment of Attorney-in-Fact. The Administrative Each Grantor hereby constitutes and appoints the Collateral Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Administrative Agent (and all officers, employees, or Administrative Agents designated by the Administrative Agent) as its true and lawful Grantor’s attorney-in-fact and Administrative Agent, with full power authority in the place and stead of substitutioneach Grantor and in the name of each Grantor, the Collateral Agent or otherwise, from time to time but only to in the extent following the occurrence of Collateral Agent’s discretion while an Event of Default which is continuing to take any action and has not been waived in accordance with Section 15.1 hereofto execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement: (aA) to effectuateask, demand, collect, xxx for, recover, compound, receive and give acquaintance and receipts for moneys due and to become due under or in respect of any of the Borrower's Collateral; (B) to enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of Grantors with respect to such Subsidiary Guarantor's nameobligations and to any property that secures such obligations; (C) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; (D) to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the Borrower's legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, and such Subsidiary Guarantor's obligations payments made by the Collateral Agent to become Obligations, due and payable immediately without demand; (E) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper or General Intangibles of Grantors and other Documents relating to the Collateral; and (F) generally to take any act required of any Grantor under Section 3 or Section 4 of this Agreement, (b) in the Borrower'sand to sell, such Subsidiary Guarantor'stransfer, or Administrative Agent's name: (i) to demand payment of the Accountspledge, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies make any agreement with respect to the collection or otherwise deal with any of the Accounts Collateral as fully and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew completely as though the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect Collateral Agent was the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and other Collateral upon such terms, absolute owner thereof for such amountsall purposes, and to do, at such the Collateral Agent’s option and Grantors’ expense, at any time or times as the Administrative Agent deems advisablefrom time to time, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all acts and things reasonably necessarythat the Collateral Agent deems necessary to protect, in preserve or realize upon the Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name Collateral. Each Grantor hereby ratifies and approves all acts of the Borrower Collateral Agent made or such Subsidiary Guarantor upon any taken pursuant to this subsection 5.3 except for those arising from fraud, gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. The appointment of the items of payment or Proceeds relating to any Collateral Agent as Grantors’ attorney and deposit the same to the Cash Concentration Account of the Administrative Collateral Agent, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilx, xilx xx lading, or similar document or agreement relating to the Accounts, Inventory ’s rights and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and open all mail addressed to the Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrower. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power powers are coupled with an interest and shall be irrevocableare irrevocable until indefeasible payment in full, in cash, of all Obligations.
Appears in 1 contract
Samples: Security Agreement (Brooke Corp)
Appointment of Attorney-in-Fact. The Administrative Agent Lender shall hereby have the right, and the each Borrower and each Subsidiary Guarantor hereby irrevocably makemakes, constituteconstitutes, and appoint appoints the Administrative Agent Lender (and all officers, employees, or Administrative Agents agents designated by the Administrative AgentLender) as its true and lawful attorney-in-fact and Administrative Agentagent, with full power of substitution, from time to time but only to the extent following the occurrence of an Event of Default which is continuing and has not been waived in accordance with Section 15.1 hereofwithout assent by such Borrower: (a) to effectuate, in the such Borrower's or such Subsidiary Guarantor's ’s name, the such Borrower's or such Subsidiary Guarantor's ’s obligations under this Agreement, (b) in the such Borrower's, such Subsidiary Guarantor's, ’s or Administrative Agent's Lender’s name: (i) to demand payment of the AccountsAccounts of such Borrower, (ii) to enforce payment of the such Accounts, by legal proceedings or otherwise, (iii) to exercise all of the such Borrower's or such Subsidiary Guarantor's ’s rights and remedies with respect to the collection of the such Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the such Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the such Accounts, (vi) if permitted by applicable Law, to sell or assign the such Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viiivii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ixviii) to prepare, file, and sign the such Borrower's or such Subsidiary Guarantor's ’s name on a proof of claim in a bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's Debtor or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the such Accounts, (xiix) to do all acts and things reasonably necessary, in the Administrative Agent's Lender’s good faith discretion, to fulfill the such Borrower's or such Subsidiary Guarantor's ’s obligations under this Agreement, (xiix) to endorse the name of the such Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit apply the same to the Cash Concentration Account of the Administrative AgentObligations, (xiiixi) to endorse the name of the such Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilxxxxx, xilx xx xxxx of lading, or similar document or agreement relating to the such Accounts, such Borrower’s Inventory and any other Collateral, (xivxii) to use the such Borrower's or such Subsidiary Guarantor's ’s stationery and sign the name of the such Borrower or such Subsidiary Guarantor to verifications of the such Accounts and notices thereof to Account Debtors, (xvxiii) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the such Accounts, such Inventory, and any other Collateral to which the such Borrower or such Subsidiary Guarantor has access, (xvixiv) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the such Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateralpolicies, and make all determinations and decisions with respect to such policies of insurance policies, and (xviixvi) to notify post office authorities to change the address for delivery of the such Borrower's or such Subsidiary Guarantor's ’s mail to an address designated by the Administrative AgentLender, receive and open all mail addressed to the such Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to such Borrower, (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to take all action necessary to grant the Lender sole access to any Lockbox or Deposit Account of such Borrower, (e) contact Account Debtors to pay any Collections to the Lockbox, (f) upon notice to the Borrower Representative, to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (g) upon notice to the Borrower Representative, to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (h) upon notice to the Borrower Representative to settle, compromise or adjust any such suit, action or proceeding; (i) to sell, transfer, pledge, or make any agreement with respect to the Collateral; and (j) to do, at the Lender’s option and such Borrower’s expense, at any time, or from time to time, all acts and things which the Lender reasonably deems necessary to protect, preserve or realize upon the Collateral. The Each Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. The expenses of the Lender incurred in connection with such the exercise of such power of attorney, together with interest thereon at a the rate then applicable hereunder the Loan, shall be payable by the Borrowers to the Lender on demand.
Appears in 1 contract
Samples: Master Credit and Security Agreement (Peak Resorts Inc)
Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint appoints the Administrative Agent (and all officers, employees, or Administrative Agents persons designated by the Administrative Agent) as its the Borrower's true and lawful attorneyattorney (and agent-in-fact fact) to: (a) effectuate, in the Borrower's name, the Borrower's obligations under this Agreement and Administrative Agent, with full power of substitution, from time to time but only to the extent following (b) upon the occurrence of an Event of Default which is continuing and has not been (unless appropriately waived in accordance with Section 15.1 hereof: (a) to effectuatewriting by the Required Lenders), in the Borrower's or such Subsidiary Guarantor's name, the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (b) in the Borrower's, such Subsidiary Guarantor's, or Administrative Agent's name: (i) to demand payment of the Accounts, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Lawlaw, to sell or assign the Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account account of the Administrative AgentAgent on account of the Obligations, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilxbill, xilx xxll xx lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, and (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and open all mail addressed to the Borrower, and, after removing all Collections, Collections and Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrower. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
Appears in 1 contract
Samples: Credit and Security Agreement (Diy Home Warehouse Inc)
Appointment of Attorney-in-Fact. The Administrative Borrower hereby constitutes and appoints Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Administrative Agent (and all officers, employees, or Administrative Agents designated by the Administrative Agent) as its true and lawful Borrower’s attorney-in-fact and Administrative Agent, with full power authority in the place and stead of substitutionBorrower and in the name of Borrower, Agent or otherwise, from time to time but only to the extent following the occurrence of in Agent’s discretion while an Event of Default which is continuing to take any action and has not been waived in accordance with Section 15.1 hereofto execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to effectuateask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Collateral; (b) to enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of Borrower with respect to such Subsidiary Guarantor's nameobligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the Borrower's legality or validity thereof and the amounts necessary to discharge the same to be determined by Agent in its sole discretion, and such Subsidiary Guarantor's obligations payments made by Agent to become Obligations, due and payable immediately without demand; (e) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper or General Intangibles and other Documents constituting Collateral; and (f) generally to take any act required of Borrower under Section 5 of this Agreement, (b) in the Borrower'sand to sell, such Subsidiary Guarantor'stransfer, or Administrative Agent's name: (i) to demand payment of the Accountspledge, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies make any agreement with respect to the collection or otherwise deal with any of the Accounts Collateral as fully and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew completely as though Agent were the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and other Collateral upon such terms, absolute owner thereof for such amountsall purposes, and to do, at such Agent’s option and Borrower’s expense, at any time or times as the Administrative Agent deems advisablefrom time to time, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all acts and things reasonably necessarythat Agent deems necessary to protect, in the Administrative Agent's good faith discretion, to fulfill the Borrower's preserve or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor realize upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account of the Administrative Agent, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilx, xilx xx lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive . Borrower hereby ratifies and endorse the name approves all acts of the Borrower Agent made or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect taken pursuant to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and open all mail addressed to the Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrowerthis subsection 8.5. The Borrower appointment of Agent as Borrower’s attorney and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power Agent’s rights and powers are coupled with an interest and shall be are irrevocable, so long as any of the Commitments hereunder are in effect and until indefeasible payment in full, in cash, of all Obligations.
Appears in 1 contract
Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint appoints the Administrative Agent (and all officers, employees, or Administrative Agents persons designated by the Administrative Agent) as its the Borrower's true and lawful attorneyattorney (and agent-in-fact fact) to: (a) effectuate, in the Borrower's name, the Borrower's obligations under this Agreement and Administrative Agent, with full power of substitution, from time to time but only to the extent following (b) upon the occurrence of an Event of Default which is continuing and has not been (unless appropriately waived in writing in accordance with Section 15.1 hereof: (a) to effectuate14.1), in the Borrower's or such Subsidiary Guarantor's name, the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (b) in the Borrower's, such Subsidiary Guarantor's, or Administrative Agent's name: (i) to demand payment of the Accounts, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Lawlaw, to sell or assign the Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account account of the Administrative AgentAgent on account of the Obligations, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilxbill, xilx xxll xx lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, and (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and open all mail addressed to the Borrower, and, after removing all Collections, Collections and Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrower. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
Appears in 1 contract
Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have the right, and the each Borrower and each Subsidiary Guarantor hereby irrevocably makemakes, constituteconstitutes, and appoint appoints the Administrative Agent (and all officers, employees, or Administrative Agents agents designated by the Administrative Agent) as its true and lawful attorney-in-fact and Administrative Agentagent, with full power of substitution, from time to time but only to the extent following the occurrence of an Event of Default which is continuing and has not been waived in accordance with Section 15.1 hereofwithout assent by such Borrower: (a) to effectuate, in the such Borrower's or such Subsidiary Guarantor's name, the such Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (b) in the such Borrower's, such Subsidiary Guarantor's, 's or Administrative Agent's name: (i) to demand payment of the Accounts, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the such Borrower's or such Subsidiary Guarantor's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisableCollateral, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ixviii) to prepare, file, and sign the such Borrower's or such Subsidiary Guarantor's name on a proof of claim in a bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's Debtor or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the any Accounts, (xiix) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill the such Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xiix) to endorse the name of the such Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to any Collection Account or to the Cash Concentration Account of the Administrative Agent, (xiiixi) to endorse the name of the such Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilxxxxx, xilx xx xxxx of lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xivxii) to use the such Borrower's or such Subsidiary Guarantor's stationery and sign the name of the such Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xvxiii) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the such Borrower or such Subsidiary Guarantor has access, (xvixiv) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the such Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateralpolicies, and make all determinations and decisions with respect to such policies of insurance policies, and (xviixvi) to notify post office authorities to change the address for delivery of the such Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and open all mail addressed to the such Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to such Borrower, (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to the extent not inconsistent with the applicable Lockbox Agreement and Blocked Account Agreement, to take all action necessary to grant the Administrative Agent sole access to any Lockbox or Blocked Account of such Borrower, (e) contact Account Debtors to pay any Collections to the Lockbox, (f) upon notice to the Borrower Representative, to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (g) upon notice to the Borrower the Borrower Representative, to defend any suit, action or proceeding brought against such Borrower with respect to any Collateral; (h) upon notice to the Borrower, Representative to settle, compromise or adjust any such suit, action or proceeding; (i) to sell, transfer, pledge, or make any agreement with respect to the Collateral; and (j) to do, at the Administrative Agent's option and the Borrowers' expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral. The Each Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. The expenses of the Administrative Agent incurred in connection with such the exercise of such power of attorney, together with interest thereon at a the rate then applicable hereunder to Alternate Base Rate Advances, shall be payable by the Borrowers to the Administrative Agent on demand.
Appears in 1 contract
Appointment of Attorney-in-Fact. The Administrative Agent Lender shall hereby have the rightright and each Borrower hereby irrevocably makes, constitutes, and appoints the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Administrative Agent Lender (and all officers, employees, or Administrative Agents agents designated by the Administrative AgentLender) as its true and lawful attorney-in-fact and Administrative Agentagent, with full power of substitution, from time to time but only to the extent following the occurrence of an Event of Default which is continuing and has not been waived in accordance with Section 15.1 hereofwithout assent by such Borrower: (a) to effectuate, in the such Borrower's or such Subsidiary Guarantor's ’s name, the Borrower's or such Subsidiary Guarantor's Borrowers’ obligations under this Agreement, (b) in the such Borrower's, such Subsidiary Guarantor's, ’s or Administrative Agent's Lender’s name: (i) to demand payment of the AccountsAccounts of such Borrower, (ii) to enforce payment of the such Accounts, by legal proceedings or otherwise, (iii) to exercise all of the such Borrower's or such Subsidiary Guarantor's ’s rights and remedies with respect to the collection of the such Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the such Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the such Accounts, (vi) if permitted by applicable Law, to sell or assign the such Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viiivii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ixviii) to prepare, file, and sign the such Borrower's or such Subsidiary Guarantor's ’s name on a proof of claim in a bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's Debtor or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the such Accounts, (xiix) to do all acts and things reasonably necessary, in the Administrative Agent's Lender’s good faith discretion, to fulfill the such Borrower's or such Subsidiary Guarantor's ’s obligations under this Agreement, (xiix) to endorse the name of the such Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit applying the same to the Cash Concentration Account of the Administrative AgentObligations, (xiiixi) to endorse the name of the such Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilxxxxx, xilx xx xxxx of lading, or similar document or agreement relating to the such Accounts, Inventory such Borrower’s inventory and any other Collateral, (xivxii) to use the such Borrower's or such Subsidiary Guarantor's ’s stationery and sign the name of the such Borrower or such Subsidiary Guarantor to verifications of the such Accounts and notices thereof to Account Debtors, (xvxiii) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the such Accounts, such Inventory, and any other Collateral to which the such Borrower or such Subsidiary Guarantor has access, (xvixiv) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the such Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateralpolicies, and make all determinations and decisions with respect to such policies of insurance policies, and (xviixv) to notify the post office authorities to change the address for delivery of the such Borrower's or such Subsidiary Guarantor's ’s mail to an address designated by the Administrative AgentLender, receive and open all mail addressed to the such Borrower, and, and after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to such Borrower; (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to take all action necessary to grant the Lender sole access to any Lockbox or Deposit Account of such Borrower; (e) contact Account Debtors to pay any Collections to the Lockbox; (f) upon notice to the Borrower’s Representative, to commence and prosecute any suits, actions or proceedings (including arbitration actions) at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (g) upon notice to the Borrower’s Representative, to defend any suit, action, or proceeding (including arbitration actions) brought against the Borrower with respect to the Collateral; (h) upon notice to the Borrower Representative to settle, compromise or adjust any such suit, action or proceeding (including arbitration actions); (i) to sell, transfer, pledge, or make any agreement with respect to the Collateral; and (j) to do, at the Lender’s option and such Borrower’s expense, at any time, or form time to time, all acts and things which the Lender reasonably deems necessary to protect, preserve or realize upon the Collateral. The Each Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.. The expenses of the Lender incurred in connection with the exercise of such power of attorney, together with interest thereon at the rate applicable under this Agreement, shall be payable by the Borrowers to the Lender on demand. 45
Appears in 1 contract
Samples: Credit Facility, Loan and Security Agreement (Peak Resorts Inc)
Appointment of Attorney-in-Fact. The Administrative Agent shall Each Borrower hereby have the right, constitutes and the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Administrative Agent (and all officers, employees, or Administrative Agents designated by the Administrative Agent) appoints Lender as its true and lawful such Borrower's attorney-in-fact and Administrative Agent, with full power authority in the place and stead of substitutionsuch Borrower and in the name of such Borrower, Lender or otherwise, from time to time but only to the extent following in Lender's discretion after the occurrence and during the continuance of an Event of Default which is continuing to take any action and has not been waived in accordance with Section 15.1 hereofto execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to effectuateask, demand, collect, sue for, recover, compound, receive and give acquittance and receiptx xor moneys due and to become due under or in respect of any of the Borrower's or such Subsidiary Guarantor's name, the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, Collateral; (b) in if the Borrower'sObligations shall have been accelerated, such Subsidiary Guarantor'sto adjust, settle or compromise the amount or payment of any Contract, or Administrative Agent's name: release wholly or partly any Contract Obligor or other applicable Contract Rights Payor thereunder or allow any credit or discount thereon; (ic) to demand payment receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the collection of any of the Accounts, (ii) Collateral or otherwise to enforce payment the rights of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies Lender with respect to the collection any of the Accounts and any other Collateral, ; (ive) to settlesign and endorse any invoices, adjustfreight or express bills, compromisebills of lading, extendstorage or warehouse receipts, or renew the Accountsassignments, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the verifications and notices in connection with Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds documents relating to any the Collateral, ; (ixf) to prepare, file, file and sign the such Borrower's or such Subsidiary Guarantor's name on a any proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account of the Administrative Agent, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilx, xilx xx lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument Contract Obligor or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and open all mail addressed to the Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrower. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.Contract Rights Payor;
Appears in 1 contract
Samples: Loan and Security Agreement (Guardian International Inc)
Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Administrative Agent (and all officers, employees, or Administrative Agents designated by the Administrative Agent) as its true and lawful attorney-in-fact and Administrative Agent, with full power of substitution, from time to time but only to the extent following the occurrence of an Event of Default which is continuing and has not been waived in accordance with Section 15.1 hereofwaived: (a) to effectuate, in the Borrower's or such Subsidiary Guarantor's name, the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (b) in the Borrower's, such Subsidiary Guarantor's, or Administrative Agent's name: (i) to demand payment of the Accounts, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (viii) if permitted by applicable Law, to sell or assign the Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viiiiii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xiiv) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xiiv) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account of the Administrative Agent, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilx, xilx xx lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xvvi) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, and (xvivii) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and open all mail addressed to the Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrowerinsurance. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
Appears in 1 contract
Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor Company hereby irrevocably make, constitute, and appoint the Administrative Agent appoints SNPE (and all officers, employees, or Administrative Agents persons designated by the Administrative AgentSNPE) as its the Company's true and lawful attorneyattorney (and agent-in-fact and Administrative Agentfact) authorized, with full power of substitution, from time to time but only to the extent following upon the occurrence and during the continuance of an Event of Default which is continuing and has not been waived in accordance with Section 15.1 hereof: (a) to effectuate, in the BorrowerCompany's or such Subsidiary GuarantorSNPE's name, the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (b) in the Borrower's, such Subsidiary Guarantor's, or Administrative Agent's name: to (i) to demand payment of the AccountsAccounts Receivable, (ii) to enforce payment of the AccountsAccounts Receivable, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary GuarantorCompany's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the AccountsAccounts Receivable, (v) to settle, adjust, or compromise any legal proceedings brought to collect the AccountsAccounts Receivable, (vi) if permitted by applicable Lawlaw, to sell or assign the Accounts Receivable and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent SNPE deems advisable, (vii) to discharge and release the Accounts Receivable and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary GuarantorCompany's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary GuarantorCompany's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the AccountsAccounts Receivable, (xi) to do all acts and things reasonably necessary, in the Administrative AgentBank's good faith discretion, to fulfill the Borrower's or such Subsidiary GuarantorCompany's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor Company upon any of the items of payment or Proceeds proceeds relating to any Collateral and deposit the same to the Cash Concentration Account account of SNPE on account of the Administrative AgentObligations, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor Company upon any Chattel Paper, document, Instrument, invoice, freight bilxxxxx, xilx xx xxxx of lading, or similar document or agreement relating to the AccountsAccounts Receivable, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary GuarantorCompany's stationery and sign the name of the Borrower or such Subsidiary Guarantor Company to verifications of the Accounts Receivable and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the AccountsAccounts Receivable, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor Company has access, and (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Borrower's or such Subsidiary GuarantorCompany's mail to an address designated by the Administrative AgentSNPE, receive and open all mail addressed to the BorrowerCompany, and, after removing all Collections, Remittances of Net Cash Proceeds collections and Intercompany Payment as well as all remittances and other Proceeds proceeds of Collateral, forward the mail to the BorrowerCompany. The Borrower and each Subsidiary Guarantor Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
Appears in 1 contract
Samples: Credit Facility and Security Agreement (Dynamic Materials Corp)